Joint Ventures + Global Strategic Alliances | Japan

Morrison & Foerster's Tokyo office is active in advising Japanese and foreign companies in all aspects of the formation, financing, operation and restructuring of cross-border strategic alliances and joint ventures.

We have assisted in the formation of dozens of joint ventures and strategic alliances, as well as numerous financings, restructurings and workouts.

Our attorneys are also active in advising clients on the governance and operation of joint ventures. In this context, our 45 Japan admitted attorneys (bengoshi) take a major role in advising clients on the complex issues of managing and restructuring joint ventures.

Some highlights of our work in this area include the following:

TDK Corporation’s $3 billion RF filter joint venture with Qualcomm Incorporated. We represented TDK in the formation of its $3 billion joint venture with Qualcomm to provide industry leading radio frequency front-end (RFFE) modules and RF filters for mobile devices and for other fast-growing business segments, such as drones, robotics and automotive applications.

Hitachi’s air conditioning joint venture with Johnson Controls. We represented Hitachi in the formation of a global air conditioning joint venture with Johnson Controls, integrating the companies’ market leading HVAC businesses. Johnson Controls obtained a 60 percent ownership stake in Hitachi Appliances’ more than $2.6 billion global air conditioning business.

Mitsui’s US$6.5 billion Brazil transportation joint venture with Odebrecht. We are representing Mitsui & Co. in the formation of a joint venture in Brazil with Odebrecht TransPort to develop and operate public-private partnership (PPP) projects in the Brazilian urban mobility transportation market. Mitsui will own 40% of the JV company, which will have an investment plan of US$6.5 billion.

Toshiba’s $10 billion series of NAND joint ventures with SanDisk. We represent Toshiba in its $10 billion flash memory manufacturing joint ventures with SanDisk including, most recently, Toshiba’s formation of a new $2 billion joint venture to develop and manufacture new flash memory products in 2011 and Toshiba’s acquisition of $1.8 billion of semiconductor equipment from the joint ventures in 2009.

Fujitsu’s LSI joint venture with Panasonic. We represented Fujitsu and its subsidiary, Fujitsu Semiconductor (FSL), in its establishment of Socionext Inc., a joint venture with Panasonic and the Development Bank of Japan to integrate FSL’s and Panasonic’s system LSI businesses.

Fujitsu’s $2 billion NOR joint venture with AMD. We represented Fujitsu in the formation, restructuring and subsequent expansion of its $2 billion flash memory joint venture with AMD, resulting in the creation of a fully integrated stand-alone flash company with 7,000 employees and annual sales on formation of $3 billion. We also represented Fujitsu in subsequent US listing of the JV company.

Hitachi’s $2 billion joint venture with IBM. We represented Hitachi in its $2 billion joint venture with IBM pursuant to which Hitachi acquired IBM’s hard disk drive business (with over 20,000 employees in 8 countries) over a period of time.

SoftBank’s $250 million strategic partnership with Legendary Entertainment. We represented SoftBank in its $250 million investment in Legendary Entertainment. As part of the investment, SoftBank and Legendary will form a joint venture to develop and promote Legendary’s film rights, with a particular focus on the China and India markets.

Kirin’s $400 million joint venture with China Resources. We represented Kirin Holdings in its $400 million joint venture with China Resources Enterprise, a Hong Kong-based consumer goods company. The joint venture will manufacture and distribute non-alcoholic beverages throughout China.

Marketo’s joint venture with Dentsu eMarketing One and SunBridge. We represented Marketo, Inc., a leading provider of marketing software, in establishing a Japan joint venture together with Dentsu eMarketing One and SunBridge Corporation. The joint venture company will provide Marketo’s marketing automation-related products and services to Japanese customers.

Fujitsu’s strategic alliance with Sun Microsystems. We represented Fujitsu in its strategic alliance with Sun Microsystems to jointly develop the two companies’ next-generation UNIX servers, including agreements for integration of world-wide development, manufacturing and distribution resources.

Astellas’ strategic alliance with Amgen. We represented Astellas in its strategic alliance with Amgen to co-develop and co-commercialize in Japan four biologics and one small molecule drug through a newly established joint venture, Amgen Astellas BioPharma KK.

GCA’s $780 million combination with Savvian. We represented GCA Holdings, Japan’s largest independent M&A advisory firm, in its $780 million combination with Savvian, a US-based investment bank. This transaction marked the first use of Japan’s “kabushiki iten” (share transfer) transaction structure in a combination with a US company.

Sony’s cell chip joint venture with IBM. We represented Sony Computer Entertainment in its $325 million investment in IBM to fund IBM’s manufacture for the Sony group of cell chips, as well as next generation processors for the Sony group’s consumer electronics products and Playstation systems.

Recruit’s $150 million strategic alliance with 51job. We represented Recruit, Japan’s leading HR company, in the formation of its strategic alliance with NASDAQ-listed 51job, China’s leading provider of employment information services, to pursue opportunities in the HR services industry in China.

Toshiba’s $300 million joint venture with NRG. We represented Toshiba Power Systems in its joint venture with Princeton, NJ-based NRG Energy Inc. The venture will combine NRG’s in-process permits for two major nuclear power facilities in South Texas, with $300 million in capital contributions from Toshiba, and will serve as the parties’ primary vehicle to develop nuclear power projects in North America based on Toshiba’s “ABWR” (advanced boiling water reactor) design.

Fujitsu’s formation of Access Network Technology.We represented Fujitsu in the formation of Access Network, a joint venture with NEC and DoCoMo for the development and sale of semiconductor products with built-in modem functionality for use in communications products.

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